A large proportion of deaths in the U.S. involve the very old: people aged 80+ comprise 44% of deaths and people 85+ 29%. Yet little population-based data are available to describe dying, health care choices, and clinical trajectories in persons who have reached very old age. The overriding goal of the proposed study is to provide information on a broad-based sample of elders aged 85+ in order to improve care at the end of life in advanced age. To accomplish this goal, we propose to continue follow-up of participants in the Health, Aging, and Body Composition cohort (Health-ABC), a bi-racial population-based sample that currently numbers about 1600 with an average age of 85. Our prospective study will follow the clinical course of these participants with an in-person baseline assessment and quarterly telephone assessments with participants and their substitute decision makers (SDMs) over 4 years, as well as a follow-back interview with SDMs after respondent deaths. The objectives of the research are to (i) characterize clinical trajectories and risk of death in very old age, (ii) assess participant and SDM decision-making in late life in the presence of very high risk of dying, and (iii) examine predictors of hospitalization and emergency department care in very old age. Expected outcomes and impact include clarification of choices and determinants of levels of care in older people at high risk of dying.